ALTIUS HEALTH PLANS INC
PRODUCER AGREEMENT
This agreement ("Agreement") is made by and between Xxxxx X. Xxxx/Fringe Benefit
Analysts ("Producer") and Altius Health Plans Inc. ("Altius"), to be effective
on effective date of Utah Insurance Department Producer appointment with Altius.
For the provision of sales and related services and consists of this data and
signature page and the following exhibits which are attached and incorporated
into the Agreement:
EXHIBIT 1 - TERMS AND CONDITIONS
Producer Information:
XX XXX 000 Xxxxxx Xxxx 00000
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Mailing Address City State Zip
(000) 000-0000 (000) 000-0000
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Telephone Number Fax Number
Insurance Agent Resident Agent/3778 00-0000000
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License - Type and Number Tax ID Number
Affinity Insurance Services/NALV NAL25463-6
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Errors and Omissions Carrier Errors and Omissions Policy Number
IN WITNESS WHEREOF, THE PARTIES HAVE AGREED TO THE EXECUTION OF THIS
AGREEMENT, AS MORE FULLY DESCRIBED ABOVE, BY THEIR SIGNATURES BELOW:
PRODUCER:
Producer: Altius:
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Xxxxx X. Xxxx Xxxxx X. Xxxx
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Producer Name (print or type) Representative (print or type)
/s/ Xxxxx X. Xxxx /s/ Xxxxx X. Xxxx
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Signature Signature
Fringe Benefit Analysts Director of Finance
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Corporate Name (if applicable) Title
02/01/02
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Corporate Officer and Title
(if applicable)
1/29/02
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Date
EXHIBIT 1. TERMS AND CONDITIONS (Continued)
ARTICLE I. OBLIGATIONS OF PRODUCER
1.1 Performance of Agreement Generally. Producer shall use its best efforts
to solicit applications for the Altius Plan(s) designated on Exhibit 2
hereto from groups/employers/individuals within Altius' defined service
area. In order to comply with applicable federal and state regulations,
Producer will perform as set forth in this Agreement and as set forth
in Altius administrative guidelines, bulletins, directives, manuals and
the like, as Aldus may publish from time to time, all of which are
incorporated herein by reference. Producer agrees that in performing
under this Agreement, Producer shall act in the best interests of
Altius and its clients.
1.2 Producer Services. Producer will service Altius Plan members enrolled
through applications submitted by Producer. Such service will include
but not be limited to the following:
(a) Acting as a liaison between the member and Altius if requested
by Altius or the member including, but not limited to, the
following: Assisting the member to take the proper action in
connection with Altius coverage when there is a change of
address, change in marital status or change in dependent status
and assisting a family member/dependent to obtain coverage when
he or she is no longer entitled to coverage as a family member,
e.g., when a dependent child reaches the limiting age, or upon
divorce.
(b) Maintaining a working and current knowledge of the Altius
Plan(s) designated on Exhibit 2 and the ability to explain the
benefits and/or coverage.
1-3 Licensure. Producer shall comply with all applicable licensing
requirements required to transact its business and shall provide Altius
with copies of its license upon the signing of this Agreement and
promptly upon each renewal of said license, thereafter. Producer shall
promptly notify Altius of any expiration, termination, suspension or
other action of the Department of Insurance or any other applicable
regulatory/licensing body affecting the Producer's license or the
licenses of Producer's principal persons or employees. Producer warrants
that his/her license has not previously been subject to any suspension,
termination or other disciplinary action by any government/regulatory
authority and that Producer has never been convicted of a felony or a
misdemeanor involving theft or misappropriation of monies.
1.4 Submission of Application for Coverage. Producer agrees to comply with
all of the rules and regulations of Altius in regard to the completion
and submission of applications and to make no representation with
respect to the benefits of any Altius Plan or about Altius not in
conformity with the material prepared and furnished to Producer for that
purpose by Altius. Producer will not make any misleading or deceptive
statement and will explain all relevant facts in dealing with
prospective and current members and groups. Producer will use his/her
best efforts to ensure that each application is fully and truthfully
completed by the applicant and the completed application fully and
accurately discloses the circumstances, including, where applicable, the
health of persons for whom coverage is sought in the application.
Producer further agrees to inform every applicant that Altius will rely
upon these health representations in the underwriting process, and that
the subsequent discovery of material may result in the rescission or
termination of any contract entered into by Altius, and that in no event
will the applicant have any coverage unless it is reviewed and approved
by Altius.
(Initials)
2
1.5 Limits of Authority. Producer is not authorized to, and agrees not to,
enter into, alter, deliver, replace, rescind, or terminate any contract
on behalf of Altius, nor to extend time for payment, make settlement,
or refund membership premiums or any other charges or bind Altius in
any way without the prior written approval of Altius. Producer further
agrees that Altius reserves the right to reject any and all
applications submitted by Producer.
1.6 Handling of Funds, (if the Producer receives funds for an Altius
applicant or customer, the funds shall be forwarded to Altius by the
close of the next business day after receipt by the Producer or shall
be deposited by the Producer into any federally insured trust fund with
a financial institution located within the state, but shall be remitted
Altius within five (5) business days after such funds are received by
the Producer. Such funds shall be held by the Producer in a fiduciary
capacity for Altius and shall at all times be segregated from the
assets of the Producer.
The Producer authority to collect premium is limited to the initial
premium from each applicant. The Producer is not authorized to accept on
behalf of Altius any subsequent premium or other payment.
1.7 Maintenance of Records. Producer agrees to maintain complete records of
all transactions pertaining to applications submitted to and accepted
by Altius and its business relationship with Altius for a minimum of
five (5) years or as required by any governmental entity or any law or
regulation. Any and all records described above or as may otherwise
relate to Producer's activities in connection with Altius shall be
accessible and available to representatives of Altius who may review
and/or audit them from time to time while this Agreement is in effect
and for a period of one (1) year after the termination of this
Agreement.
1.8 Limits on Compensation. Producer shall seek compensation for performing
under this Agreement only from Altius and shall under no circumstances
charge prospective or current members or groups any application,
processing or other broker, analyst or consultant fee related to the
performance of Producer's obligations hereunder. Producer shall under
no circumstances attempt to collect from an Altius member any sums owed
by Altius.
1.9 Insurance. Producer agrees to obtain and maintain in force errors and
omissions insurance in an amount of not less than $1,000,000 per
occurrence and in the aggregate at Producer's own expense, or at a
level deemed appropriate by Altius, and shall provide evidence of such
coverage to Altius upon request. Producer shall provide Altius with
thirty (30) days prior written notice of cancellation of such insurance
or of a reduction in coverage which does not meet the above minimum
requirements. Failure to obtain and maintain this insurance
satisfactory to Altius, shall be a material failure to comply with a
provision of this Agreement and cause for immediate termination by
Altius.
1.10 Modification of Programs. Notwithstanding any other provision in this
Agreement, Producer agrees that Altius has the right to discontinue or
modify, or exercise any and all lawful rights it has in connection with
any Altius Plans or programs, without incurring any liability to
Producer.
(Initials)
3
1.11 Indemnification. The Producer agrees to indemnify and hold harmless
Altius from any and all liability, loss, cost, damage or expense
including attorney fees and cost arising out of or attributable to the
Producers violation of this agreement or the Producers failure to
conform to the provision of this agreement.
1-12 Trade Secrets. Producer agrees to maintain the confidentiality of any
trade secrets or proprietary information obtained or learned from Altius
and not to use such trade secrets or proprietary information for its
benefit or the benefit of others except as specifically authorized
herein. Producer acknowledges and agrees that the leads, presentation
manuals, training and recruiting videos, member lists and other lists
which Altius may from time to time provide Producer, are confidential
and proprietary to Altius. Producer's obligations under this paragraph
shall survive termination of this Agreement.
1.13 Exercise of Authority. Producer shall not possess or exercise any
authority on behalf of Altius other than that expressly conferred by
this Agreement.
1.14 Non-Discrimination. Producer agrees to render the services contemplated
herein without regard to race, sex, religion, creed, color, national
origin or ancestry of any of Altius" potential or actual members.
1.15 Information Session. Producer will attend, at Producer's sole expense,
at least one Altius sponsored producer information session each
calendar year to be held in the county in which Producer resides.
1.16 Product Sales Limitation. Producer may sell only those products
specifically authorized and designated on Exhibit 2 hereto. Producer is
not authorized to solicit any other Altius products under this
Agreement.
1.17 Delegation Restriction. Producer shall not delegate any agents to
solicit applications for the Altius Plan(s) or to service Altius Plan
members without the prior express written consent of Altius.
1.18 Privacy clause - Non-disclosure of Nonpublic Personnel Financial and/or
Health Information. Except as otherwise provided in this Agreement, the
parties (and their respective officers, directors, employees, agents,
successors and assigns) shall hold any and all nonpublic personal
financial and or health information in the strictest confidence as a
fiduciary, and shall not, voluntarily or involuntarily, use, sell,
transfer, publish, disclose, display or otherwise make available to
others any portion of nonpublic personal financial and or health
information without the express written consent from Altius Health
Plans.
1.19 Refund of Commissions. If this Agreement is terminated, per the
provisions of the Agreement, then the Producer shall promptly refund
any improperly paid commissions to Altius. The Producer shall be
responsible for any collection, legal, or attorney's fees or expense
incurred by Altius to collect any improperly paid commissions.
(Initials)
4
ARTICLE II. OBLIGATIONS OF ALTIUS
2.1 Commissions. Altius will pay Producer first year and renewal
commissions on an Altius enrollment resulting from applications for the
Altius Plan(s) that are obtained by Producer and accepted by Altius.
Such commissions shall be based on the commission schedule(s) attached
to this Agreement as Exhibit 3 and incorporated herein and shall be
paid on membership premiums actually received by Altius for the
enrollments produced by Producer. Payment shall be as set forth in this
paragraph. Notwithstanding any other provision of this Agreement,
Altius may modify or replace its commission schedule(s) on thirty (30)
days prior written notice to Producer, and such modified or replacement
schedule(s) shall apply to all enrollments effective following the
effective date of such modification or replacement.
2.2 Renewal Commissions. Renewal commissions shall be payable to Producer
by Altius, as provided under Section 2.3 hereof (i) as long as Altius
retains the enrollment produced by Producer (such retention being at
Altius' option); and (ii) as long as Altius has a valid broker of
record letter naming Producer as the representative of the employer
group, (iii) and so long as this Agreement is still in effect. In the
event the employer group notifies Altius that it intends to discontinue
or change its broker of record, Altius will cease its payment of
commission, with or without notice to the Producer, as of the last day
of the month in which Altius is notified by the employer group.
2.3 Payment of Commissions. Altius will pay Producer net compensation for
all Producer's business due within thirty (30) days following the end
of each calendar month based on membership premiums actually received,
earned and reconciled by Altius during the calendar month for Producer
generated business. If there is a return of membership premiums on
Producer generated business, for any reason, Altius will charge back to
Producer the amount of commission previously paid to Producer on the
amount of returned membership premiums.
2.4 Loss of Commissions. No further commissions shall be payable to
Producer should this Agreement be terminated for cause pursuant to
Section 3.3. Additionally, no further commissions shall be payable if:
a. Producer fails to immediately remit to Altius any funds received on
behalf of Altius; or
b. Producer shall be indebted to Altius for more than sixty (60) days;
or
c. Producer induces or attempts to induce any Altius member to give up
Altius coverage or replace a Altius benefit agreement with coverage
by any other company unless such change is clearly in the best
interest of the Altius member; or
d. Producer commits any act of fraud or dishonesty or breaches any
contractual duty of this Agreement; or
e. Producer fails to notify Altius of any change of Producer's address
within 90 days.
2.5 Offset Against Commissions. Producer agrees that any indebtedness of
Producer to Altius shall be a first lien against any commissions due
Producer and may be offset and be deducted at Altius' option from
commissions due to Producer.
2.6 Survival of Provisions. The provisions of this Article II shall survive
the termination of this Agreement.
(Initials)
5
ARTICLE III. TERM AND TERMINATION
3.1 Term. This Agreement shall become effective on the effective date of
the Utah Insurance Department Producer appointment with Altius set
forth above, which shall be the first day of the following month in
which it has been signed by the Producer and by an authorized
representative of Altius, and shall continue in effect until terminated
by either party as provided below.
3.2 Termination Without Cause. This Agreement may be terminated at any time
by either party giving the other thirty (30) days prior written notice.
The effective date of termination shall be the first day of the month
following the thirty (30) day notice. Such termination shall not impair
Producer's right to receive commissions except as provided in this
Agreement for the effective dates of this Agreement.
3.3 Termination For Cause. Notwithstanding the provisions of Section 3.2,
Altius may terminate this Agreement immediately at any time for cause,
by giving written notice to Producer. For purposes of this Agreement,
such cause shall include, but not be limited to, the events described
in Section 2.4 hereof. The right to terminate this Agreement for cause
shall not be exclusive, but shall be cumulative with all other remedies
available at law or in equity. In addition, this Agreement will be
terminated automatically and without any required notice by Altius, in
its sole discretion, if any of the following occurs: (i) if Producer is
a corporation, the dissolution of the corporation; (ii)
disqualification of Producer to do business under applicable law; or
(iii) revocation or termination of Producer's license.
3.4 Obligation of Parties after Termination. Termination shall not relieve
either party of any obligation under this Agreement which arose prior
to termination. Upon termination each party shall promptly pay any
money owed to the other, and the Producer will promptly return to
Altius any all contract forms, property, records, or other materials
furnished by Altius.
ARTICLE IV. GENERAL PROVISIONS
4.1 Independent Contractor Relationship. Producer agrees that in the
performance of the work, duties and obligations of the parties
hereunder, each party shall be deemed to be acting and performing as an
independent contractor and nothing in this Agreement shall he construed
or deemed a relationship of employer and employee, partnership, joint
venture, or principal and agent, nor shall this Agreement be construed
in any proceeding or for any purpose whatsoever so as to make the other
party liable to any third person for the debts, faults or actions of the
other.
(Initials)
6
4.2 Arbitration. Should any dispute arise between the parties over any
provision of this Agreement or over any performance of this Agreement,
the dispute shall be submitted to binding arbitration. This arbitration
shall be conducted according to the rules of the American Arbitration
Association, but need not necessarily be conducted by that organization.
Each party shall initially equally contribute to the costs of
arbitration. During the arbitration each party shall bear its own
attorneys' fees. Upon award of the arbitrator, both the decision of the
arbitrator and the award shall be final and the prevailing party shall
be entitled to recover from the other party its share of the arbitration
costs expended, and all costs, including attorneys' fees. In the event
the arbitrator fails to render an award within ninety (90) days of
submission of the matter for decision, or such longer times as the
parties may stipulate, then either party may elect to have all further
arbitration proceedings terminated and the matter submitted for judicial
resolution. All reasonable costs and fees incurred during the
arbitration shall then be awarded by the court to the prevailing party.
4.3 Non-Exclusive Arrangement. This is not an exclusive Agreement. Altius
may use other persons and entities for the same or similar services as
are being provided by Producer.
4.4 Assignability. The rights and obligations set forth in this Agreement
may be assigned by Altius to an affiliate or other entity of Altius or
Altius' parent corporation. The rights and obligations set forth in this
Agreement may not be assigned by Producer without the prior written
consent of Altius. Any attempted assignment not in compliance with this
Section is void and cause for immediate termination by Altius.
4.5 Severability. If any provision of this Agreement is deemed to be invalid
or unenforceable by a court of competent jurisdiction or by arbitration,
it shall be deemed severable from the remainder of the Agreement and
shall not cause the invalidity or unenforceability of the remainder of
the Agreement.
4.6 Enforcement. If any action at taw or in equity is necessary to enforce
or interpret the terms of the Agreement, the prevailing party shall be
entitled to payment by the other party of reasonable attorney's fees,
costs and necessary disbursement and expenses in addition to any other
relief to which such party may be entitled.
4.7 Notice. Any and all notices required pursuant to the terms of this
Agreement must be given by United States mail, postage pre-paid, return
receipt requested at the following addresses:
If to Altius:
Altius Health Plans, Inc. - President
00000 Xxxxx Xxxxxx Xxxxxxx, Xxxxx 000
Xxxxx Xxxxxx, XX 00000
If to Producer:
At the address set forth on the first page of this Agreement.
4.8 Governing Law. Altius and Producer shall comply with all laws and
regulations applicable to their business, licenses and the transactions
into which they have entered. This Agreement shall be governed by and
construed in accordance with all applicable state and federal laws.
(Initials)
7
4.9 Waiver. The waiver by either party of any breach of this Agreement by the
other party shall not constitute a continuing waiver or a waiver of any
subsequent breach of the same or a different Section of this Agreement.
4.10 Amendment. Altius may amend this Agreement upon thirty (30) days prior
written notice, but any such amendment shall not affect the Producer's
rights in connection with business written with an effective date prior
to the effective date of the amendment.
4.11 Use of Names and Trademarks. Altius and Producer each reserve the right
to control the use of their names, symbols, trademarks, or other marks
currently existing or later established. However, either party may use
the other party's name, symbols, trademarks or other marks with prior
written approval of the other party. Altius shall be allowed to use the
name of Producer in its promotional activities and marketing campaign.
4.12 Use of Words. In this Agreement the words "shall" and "will" are used in
the mandatory sense. Unless the context otherwise clearly requires, any
one gender includes all others, the singular includes the plural, and
the plural includes the singular.
4.13 Entire Agreement. This Agreement constitutes the entire understanding
between the parties- This Agreement shall supersede ail prior written
agreements, including amendments and addenda, and both Altius and
Producer mutually agree that any prior agreements shall automatically
terminate on the first day of the term of this Agreement. Any
commissions payable by the terms of prior agreements shall not be
impaired by the terms of this Agreement.
END
(Initials)
8
EXHIBIT 2. ALTIUS COMMERCIAL PLANS
1. AItius Mountain PIan(s)
2. AItius Peak Plan(s)
9
EXHIBIT 3
ALTIUS HEALTH PLANS
AGENT COMMISSION SCHEDULE
EFFECTIVE 9-1-01
o All commissions calculated on # of eligible employees.
o Group Demographics will be reviewed annually prior to renewal. If the number
of eligible employees changes, the group will move to the new commission tier
at the renewal date.
o Small Group, 2-24: Risk adjustment factors will also be reviewed at renewal
and the commission level for the next year will be based on the new risk
adjustment factor.
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NEW AND RENEWAL BUSINESS - COMMERCIAL GROUPS WITH 25 OR MORE ELIGIBLE
EMPLOYEES
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Eligible Employees Commission Schedule
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25-50 8%
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51 -100 6%
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101 -499 Negotiated
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500+ Net Commission
(See Rep to negotiate commission loads)
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NEW AND RENEWAL BUSINESS - COMMERCIAL GROUPS WITH 2 - 24 ELIGIBLE EMPLOYEES
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Final Underwriting Action Commission Schedule
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Rate Up of less than or equal to 22% 12%
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Rate Up of more than 22% but less 10%
Than or equal to 44%
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Rate Up of more than 44%, 8%
but less than or equal to 65%
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Rate Up of More Than 65% 6%
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I - PLAN HEALTH PRODUCT
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First Year 20%
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Second Year 10%
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Third Year and Beyond 5%
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10
